Quirk of Fate, Part 1: The Octopus Strikes
by The Master Planner
Summary: Sometimes just a small quirk of fate can change the world in a big way. Watch what happens when Mary Jane Watson, instead of Peter Parker, is accidentally bitten by a radioactive spider.
1. Chance Meeting With Destiny

The Trickster extends greetings to her Loyal Minions from her secret lair! I decided to venture a short foray into the Spider-Man fanfic mainstream, at around the same time I decided to try writing a _short_ story (as in only seven chapters. My ottofics can sometimes run _twice_ that.) So, happy reading, and whether old or new, read and review! Questions, comments, complements, and constructive criticism are all welcome. Flames are not and will result in a sarcastic reply—or worse. Enjoy…

Quirk of Fate

The future is never fixed; there are some times when just a small quirk of fate can affect the world in a big way…

Disclaimer: All characters involved belong to Marvel; I only _wish_ I made money off any of them.

Dramatis Personae: _(major)_ Peter Parker, Mary Jane Watson, J. Jonah Jameson, Dr. Otto Octavius; _(minor)_ Norman Osborn, Eddie Brock, "Uncle" Benjamin Parker

Chapter 1: Chance Meeting With Destiny

"_Our indiscretion sometime serves us well_

_When our deep plots do pall; and that should learn us_

_There's a divinity that shapes our ends,_

_Rough-hew them how we will."_

--William Shakespeare, _Hamlet_

To _him_, this high school field trip was exciting. It was a once in a lifetime opportunity, and to look at such revolutionary genetic experiments as these—even someone like _him_, who fell firmly into the category of "nerd" in the school hierarchy—well, all he, Peter, could do was look around, with his jaw open.

To _her_, this field trip was utterly boring, and full of things she didn't exactly understand. However, _she_ knew that _he_ had nursed a crush on her for quite some time, and if she found something here sufficiently interesting to warrant an explanation, she could always ask _him_, because he knew about that sort of thing. Not within earshot of others, of course; a Popular girl like _her_, associating with a Nerd like _him_ would be roughly the equivalent of an East Indian Brahmin, for example, associating with an Untouchable. It just wasn't _done_. In the autonomous world of the American High School, it was social suicide. Unfortunately, _she_ found _him_ sort of cute, and she really liked him. It was better though, for _her_, Mary Jane, to leave _him_ hanging for a while.

His camera, a Christmas gift from his aunt and uncle, was hanging around his neck; his passion for photography almost equaled his passion for science. The tour guide leading the students through the lab was droning on about spiders, and he was quickly getting distracted by her. His best friend was standing next to him, posture slouched, as bored as the rest of them, wondering why he didn't take after his brilliant, wealthy scientist father. He thought of trying to talk to her, again, but every time he had tried to in the past, all that came out was _mumble, mumble, mumble_.

The tour guide was going on about the three major genii of spiders: "Arachnids from the three major groups each possess unique strengths that help them in their constant search for live prey…" He shuddered. He didn't like spiders very much. He focused his attentions on her; heart pounding, he gulped and prepared to try to talk to her for the umpteenth time.

At that moment, one of the Popular guys, the captain of the football team, quickly moved in and put his arm around _her _smooth shoulders, nuzzled her sinuous neck. He muttered under his breath.

The teacher yelled at the rest of the class, who was looking at and talking of anything but the spiders. Now that _he_ saw that Popular jerk put the moves on _her_, _he_ was the only one of the class who was remotely interested. As long as the spiders remained in the cage, he didn't mind. It was if they ever got _out_ that he got nervous. He didn't like spiders.

"The genus Salticus can leap up to forty times its body length, thanks to a proportionate muscular strength vastly greater than that of a human being…" the tour guide droned.

He lifted the camera up to his face. "Okay to take a few pictures—for the school paper?" he asked. The tour guide nodded her assent.

But just at the crucial moment, some jerk (most likely Popular, no doubt) bumped into him, jostling the camera do that it produced a perfectly good photograph of someone's elbow. He cursed under his breath.

"The funnel web spider, genus Atrax," the tour guide continued placidly, "spins an intricate, funnel-shaped web whose strands have a proportionate tensile strength ten times that of an equivalent strand of steel."

He raised the camera again. He was jostled again, producing another useless photo. His best friend intervened, telling the jerk to knock it off. The Popular guy made a snide comment in retort.

"The crab spider, genus Misumena, has neural reflexes so fast it borders on precognition…"

He gawked at the giant images of spider DNA strands displayed on the computer screens, and immediately recognized that he was the only one who found them interesting.

The tour guide's pride showed in her voice as she announced that the scientists had, through the miracle of genetic engineering, succeeded in creating hybrid spiders that had the strengths of all three spider genii. To top that off, the mutant hybrids had been injected with something called the Oz formula, which enhanced their strength, endurance, and speed even more. When a particularly arachnophobic student inquired as to why they would wish to do such a thing, the tour guide shot her a look of withering condescension in reply, as if to say that if she didn't know why, the whole implications of the experiment was entirely lost on her and she wasn't worth an explanation.

_She_, Mary Jane, the most Popular and Beautiful of the class, was leaning into the glass cage where the spiders resided, and began to check her makeup in the reflection. _He_, Peter, the School Science Nerd, was anxiously leaning toward her, trying to get a picture. "Can I take your picture? I need one of a student…"

"Of course," she replied, pouting like a model. She loved the camera as much as it loved her. "Don't make me look ugly."

"That's impossible," he laughed. He raised the camera and snapped a picture. "And one more…"

But she jerked away from the frame.

One of the hybrid spiders had escaped from a miniscule crack in the seal, scuttling its way toward freedom. It spun a delicate web, down towards the large, bipedal primates below, and in one last, desperate gesture, lunged.

A girl's high screech, echoing of pain and terror, pierced the air.

"Mary Jane! What happened—?" Peter called. Other students, too, were making muttered expressions of concern.

"It _bit_ me! The little bastard _bit_ me!"


	2. A Few Side Effects

Chapter 2: A Few Side Effects

Mary Jane Watson was curled up at the waist, assisted by her Popular friends. Peter and his best friend, Harry, hovered at the edges of the group, along with the teacher, who was insisting on calling 911.

"Please, Miss Watson, we've got to get you to the hospital. There's no telling how poison from one of those _hybrids_ is going to—"

"No, I'm fine," MJ insisted, a little smile playing on her lips as if she was trying to be tough, in a girlish way. "I was bitten by a black widow once. I was fine after a few days. I'm just very healthy. Just take me back to the school and let me have a nap in the nurse's office. My dad threatened to cut up my credit cards if I didn't bring my grades up."

Mr. Sullivan, the teacher, sighed and helped her into the school bus. "But if _anything_ takes a turn for the worse—you have them call 911, understand?"

"Um, I'll help you catch up with your schoolwork," Peter mumbled behind her. It was the first coherent sentence he had ever managed to say to her.

Mary Jane ended up sleeping the rest of the school day in the nurse's office. At nearly dismissal time, she stretched out her legs to get up, wondering why she felt so strange and so healthy at the same time. Other than a few strangely unsettling dreams she had had about spiders, strands of DNA, Flash, and a six-armed Peter, she felt perfectly fine.

Better than fine.

In fact, better than perfect.

She felt like she was strong enough to conquer the world. It was _amazing_ what a few hours' deep sleep could do for you. She looked down at her toes, which were all tingly for some reason. She gasped, feeling oddly like she was looking at her body for the first time.

She stood up, looked in the large mirror that hung on the wall next to the small cot. It was _her_ face alright, but plopped on someone else's body. She gaped at her reflection, examining her legs, her arms, her shoulders. Her body, once supermodel slender from running for miles and eating little else but salad, now looked buff and defined, as if she had been pumping iron for months on end.

"Shit," she muttered. Thinking it was all a dream, she got up and walked to her locker to retrieve her books. If her asshole father asked her why she was late, she could always say she had detention—for text messaging friends during class. Yeah, that was it. Text messaging. During class. Detention for an hour. Perfect excuse.

Flash Thompson accosted her as she closed her locker and headed for the exit. "There's no reason why you have to ride the _bus_ with the _nerds_," he said suavely. "I got a brand-new car for your birthday and you'd look _great_ in it."

"Listen Flash. I'm not interested. I'm not into you that way."

"C'mon baby, you don't have to play hard to get. Just give me some sugar and I'll—"

"I said _no_, Flash!" The statement was accompanied with a hard push to the chest. Mary Jane was completely unaware how hard her little push was until she saw that it had sent Flash flying across the hall, slamming into the locker with a loud metal _thud_ that echoed through the hall.

The few students and faculty that were left had gathered around to gape. Flash ruefully started to rub at his head; there was a rather prominent bump there, as well as profuse bleeding from a scalp wound. "You didn't have to get _violent_, bitch!"

MJ gulped. _Great. Now I really_ am _going to get detention._

By the time her detention ended, she had to walk home, as the school bus had already left. She wondered just what had happened, because she knew _something_ had. She just had no clue _what_.

She was so lost in her own thoughts crossing the street that she didn't notice the sedan barreling toward her at forty-five. Mary Jane's eyes opened wide, and she suddenly grabbed at the back of her neck. It seemed to her that her senses had become so acute that she knew instantly what was coming, and just as instantly she knew what she had to do.

Jump out of the way. _Fast_.

Mary Jane's now-immense leg muscles tensed, hardened to steel. She sprang out of the way so fast and high she thought she was flying. She gently landed, and sighed with relief as the car sped past. If she hadn't jumped out of the way, she would most likely have been killed.

Her relief ended when she noticed _how_ she landed. She was exactly perpendicular to the ground, clinging to the wall by her _fingers_…

…like a goddamn _spider_!

But no, _that_ was impossible, _that_ sort of thing only happened in _comic books_…

She hesitantly crawled up the wall a few feet, entirely oblivious to the crowds of people gawking at her below. Then she stopped, and climbed back down the wall.

She ran home, as fast as she could. She knew what she had to do when she got there.

She had to talk to Peter.


	3. Parker's Knowledge

Chapter 3: Parker's Knowledge

His heart leapt to his throat when he heard the knock on his door. He was holding a dog-eared back issue of _Scientific American._ "Mary Jane?" he asked, choking the name out. "What are you doing here?"

"I need to ask you something," she said. She seemed to be just as nervous as him. "Some weird things have been happening to me, and…well, you're the science nerd, and…"

"Uh…tell me all about it," Peter said. He was wearing an extremely goofy look on his face as she told her story:

"and I landed on the wall and started climbing up it with my bare hands, and…_Peter, have you heard a word I just said!_"

"uh, sorry. I wasn't listening! I'm sorry! Please, I was distracted! Just run the basics by me one more time."

After Mary Jane had retold the story, Peter began eagerly flipping through the magazine.

"That's so funny! I was just reading an article in _Scientific American_ about the effects of radiation on animal biology! Now, in the article, the author, a certain Dr. Otto Octavius, speculates that radiation and certain compounds may be used to transfer animal DNA to humans, giving them say, the speed of a cheetah or—" This sentence was finished by a stream of scientific jargon that Mary Jane made absolutely no sense of.

"In English, please, _what is happening to me_?"

"Well, basically, when that hybrid spider bit you on the field trip, some of its DNA merged with yours and gave you some of its abilities. Inhuman strength, speed, agility, endurance, senses…"

Mary Jane squealed. Next thing she knew, she was going to grow four more arms and lay eggs!

"But I'd like to do some tests on you. It's a far-out theory, but if I'm right…you might have become a mutant, and—"

"A _mutant_?" Mary Jane asked. "Like those 'X-Men' I've heard about?"

"Sort of. I think the X-Men were _born_ with mutant DNA. You got yours entirely by accident. But still—think of what you could _do_! You could use your powers to help people who need it. You could be a superhero, just like the ones in the comic books—"

Mary Jane's face lit up. "Or that one in that new Uma Thurman movie—"

Peter suddenly frowned. He didn't seem to find it a laughing matter. "I don't think being a superhero is much to joke about," he said. "My Uncle Ben always tells me that with great power must always come great responsibility."

"Well…" She had to admit that the idea was appetizing, even if Peter did make it sound hard. "But…are you sure I can fit it in with—you know, drama class, and cheerleading, and homework?"

Peter managed a sheepish grin, and then put on his serious frown. "Well…I'd _help_ you…but can you keep a secret identity? No one can know about it except you and me."

"Well, sure. I can keep secrets."

"Even from your own parents?"

Mary Jane rolled her eyes. "My parents hardly even know that I'm _there_. So—if I _do_ decide that I should use my powers to help people as a superhero—what do we do next?"

Peter tried to remember the comic books of his childhood. "First you pick a name and make a costume—but I think it might be a better idea to test your powers first. You already said you became capable of leaping great distances, climbing straight up walls, and knowing danger before it happens. Like I already said, you might have picked up the strength, speed, and senses of those mutant spiders—but how far do you think you can go? Can you pick up my bed—well, that seems a bit _too_ easy." He hopped from the desk chair to the bed. "Can you pick up my bed when I'm on it?"

Mary Jane bent down and easily met his challenge. Peter felt a sudden shift in his visual perspective, and then struggled to keep his balance. He carefully looked down.

"Look, I'm holding it up with one hand!" She was laughing; the motion was so casual as to be a game for her.

"Okay, I can see that. I think I'm going to get nosebleeds. Put me down."

The bed was dropped so fast that Peter bounced two feet up from the mattress. "Now, if you have the abilities of a _spider_, I think it would only be right to rig up some sort of device to shoot artificial spider web. I read once that scientists at a small Canadian biotechnology company injected spider genes into goat embryos and produced goats that secrete a fiber called fibroin in their milk. Once the fat is removed, the protein can be spun into fibers that are, pound for pound, six times stronger than steel and more elastic than rubber. Now if I can find a way to duplicate the process without a goat—"

Peter's musings were interrupted by the sight of Mary Jane tugging at a translucent, sticky strand that still connected her hand to the bed. "I don't think you'll have to bother with that."

After a half hour of peeling the goo off, Peter pulled a notepad out from underneath the bed. "So, let's go over what we know. We know that after a mutated spider escaped its cage and bit you, its venom somehow, by a quirk of fate, altered your genetics instead of killing you, and passed on its powers to your human form. We know that you have gained superhuman strength, speed, agility, some mild form of precognition, and the ability to spin organic spider webs out of your wrists. We also have decided it would be best to use your powers to help others as a superhero. Now all we have to do is design a costume and pick a name. We should pick a name first. How about Spider-Lady?"

"_Spider-Lady!_" she laughed. "You make me sound like a little old lady! Why not _Spider-Girl_?"

"Because," leered Peter, "we might get married someday and have kids together. And one of those kids might be a daughter who _somehow_ inherited her mother's super spider-powers and then we'd have to call _her_—"

Mary Jane playfully threw the pillow at him. "Yeah, like _that'll_ ever happen!"

Peter shrugged and blushed. "You never know."

"Well, okay. And I'm _not_ a kid, after all. How about…the _Amazing Spider-Woman_?"

"You were always amazing. Even without powers."

Mary Jane looked at her watch. "I have to go home now." She walked out, without offering Peter a goodbye kiss.

Peter sighed as he watched her leave. She was the sun; she shone with her own light. All he was, and would ever be, was the moon, basking in her glory, reflecting _her_ glow.


	4. The Daily Bugle's Coverage

The Daily Bugle's Coverage

Chapter 4: The Daily Bugle's Coverage

_afternoon, daily bugle headquarters_

It was Peter's idea, after all. Peter, complicit in her dual identity, was to make a little extra money on the side by taking pictures of her and selling them to the local pulp tabloid. In return, she could have some media exposure, possibly helpful for a future career in modeling or acting, and he would have the money to take her out on dates without him begging her to split the check.

It was Peter's bright ideas that had Peter Parker, camera hanging around his neck, and Mary Jane Watson, hands demurely folded behind her back, standing in the main office of the _Daily Bugle_, listening to the rants of his future boss, J. Jonah Jameson.

"They say there's a new 'superhero' in town!" The word _superhero_ was accompanied by Jameson curling the first two fingers on each hand to look like quotation marks. "Or should I say 'super_heroine_'?" Again, the curling of fingers to show utter skepticism. "That's bullshit, to put it bluntly! Why would a 'hero' have to hide her face? Hide her identity? What is she afraid of? Why, she could be a sociopath—a criminal—an attention-seeking glory hound!"

MJ blanched.

Hoffman, Jameson's personal gofer, gulped before timidly voicing his objection. "They—the ones who caught a close look—say Spider-Woman's _really_ hot."

"Hot! They say she's _hot_!" Jameson chomped on his ever-present cigar, filling the room, and especially Hoffman's face, with smoke. "I don't give a tinker's damn if she's _hot_! Good looks don't mean _shit_! Delilah was hot! Lady Macbeth was hot! Eva Braun was hot! They say Helen of Troy was the hottest woman of all and she _started a war_!" He paused and looked at the rough layout of that day's evening edition. "I need a decent photograph of her for the cover! But she just _moves too fast_!"

"Sir?" Peter piped up. "I might be able to solve your problem." He slapped several photographs (that Spider-Woman had willfully posed for, of course) on the desk.

Jameson's jaw dropped. "These are better than some of the crap I've gotten," he grudgingly admitted. "How did you get these?" he barked.

Peter grinned. "Call it my good looks and boyish charm."

Jameson's face said _yeah, right_, but his mouth said, "I'll pay ya two hundred—for all of them."

"Two hundred? For the whole _pack_? Gee, I can always go to the _New York Times_—all the news that's fit to print—"

"And then some! Fine, three hundred—"

"Each—"

"_Each_? Are you out of your mind?"

Jameson's second-in-command, Robbie Robertson, was yelling for a Page One—_fast_. The evening edition was going to come out in a few hours and Jameson was in a bind.

"Fine. A hundred each for five pictures. But I get to use them on the _dailybugleonline_ website, as well."

"Fine," agreed Peter.

"Go get your check up front. I can see the headline now—_Spider-Woman: Hero or Menace?_"

"She is _not_ a menace—"

"I pay you to take the _pictures_, not write the _headlines_, got it? Get outta here. _Robertson!_ I got your Page One!"

"I'm a _menace_?" Mary Jane angrily whispered as they headed out the door.

"Of course you're not. Just let him have his fun." Peter and Mary Jane walked out the door to a shrill scream, situated just inside an alley a few blocks down.

"I should know that scream by now. Someone's in trouble."

_Remember the drill, Watson!_ Mary Jane thought to herself. She had to find a deserted corner, or public restroom, or dark alley to change in—some superheroes changed in phone booths but with the advent of cell phones, hardly any of those were around anymore.

Double-check to make sure no one was around—pull off her clothes down to the costume underneath—red and blue, short, midriff-exposing top, long gloves, tight leggings, accented with black webbing—and pull on the mask—red, with big white lenses to cover her eyes, open in front to breathe more easily and open on top to let her hair flow. The costume was her own design, with only minimal input from Peter. She could be a fashion designer someday.

Carefully make a mesh of webbing to hang her civilian clothes in, hang it on the wall, and jump to the rescue, all of this in only a few seconds, before the perp got away. Put on her game face, never act scared or nervous. A superhero was fearless.

The screamer, an attractive, tall blonde in her thirties, pointed and sighed with relief that The Friendly Neighborhood Superhero had stopped to help. "He stole my Gucci bag—and took off that way! Please don't let him get away!"

Spider-Woman ran after him, at this time still unable to get the hang of swinging on buildings by spider web. However, with her spider-speed, she easily caught up to him.

"Gee, _most_ thieves are at least smart enough to steal a lady's purse at night in a dark alley, not in the middle of the street in broad daylight," Spider-Woman remarked, snatching the purse from the robber. She looked inside. Thankfully, the woman's wallet was still there, though cleaned out of cash. _Oh well_, she thought_. At least she'll be grateful that she's only out a few dollars instead of having her identity stolen._

Unfortunately, the blonde was many things upon having her purse returned, and grateful wasn't in the mix. Anger, indignation, sure. But not gratitude.

"He took all my cash! And the strap on my Gucci bag is broken!"

Spidey realized that must have happened when she pulled the purse from the robber by the handle. She still went overboard with her spider-strength sometimes. And after a long, hard, sweaty day of superhero work, she didn't have time for whining about a snapped handle on a designer purse. "You can buy a _new_ one, miss. You're lucky your driver's license and credit cards are still there. Haven't you ever heard of identity theft?"

Spidey threw a web line to the nearest building, looking for a fast exit. She quickly ran to where her clothes were, with any luck, still hanging. Peter was waiting there, wearing the ubiquitous camera around his neck and an impish smile on his face. "I got some _great_ pictures. I can see the headline now: 'Spider-Woman Saves Local Columnist—'

Mary Jane rolled her eyes. "Considering your new boss, it's more like: 'Spider-Menace Attempts to Steal Columnist's Purse.' And the bitch wasn't even _grateful _that I got her purse back. I accidentally broke the strap while taking it from the thief, too."

Peter sighed. "I _told_ you that you have to learn to control your powers better. You have to keep your strength in mind when you're dealing with an ordinary human, you know. You don't want to end up _killing_ someone."

"I know," MJ sighed. Where people got the idea that being a superhero was _fun_ was anyone's guess.

_late afternoon, oscorp energy alternatives_

Unaware of his true destiny and his true role in the life of the woman he adored from afar, a scruffy-haired, stocky nuclear physicist opened his laptop and ran a Google image search for Spider-Woman. Finding a satisfactory photograph of her on dailybugleonline-dot-com, taken by a certain Peter Parker, he printed the image out and carefully scotch-taped it on the door of his storage locker. Then he returned to his office, and seeing his employer Norman Osborn and his college student intern standing in the doorway, he shouted for his laboratory assistant. "Trainer! The harness!"

Dr. Carolyn Trainer, fresh from graduate school, ran in with a metal cart bearing the aforementioned harness, resembling a metal corset excepting for the four long, pincered, tentacle-like arms welded to the back. The entire apparatus hung from a special stand, the coupler.

"I believe you inquired about my recent invention, Mr. Osborn," Dr. Otto Octavius told his employer. "It is better to show than to tell, I say."

Otto stepped into the coupler, stripping off his white lab coat and unbuttoning his green collared shirt. Then he pressed a code into the keypad. Recognizing its master, the system booted up, the corset closing around his torso. He brushed curls of chestnut hair away from his forehead, revealing two tiny metal jacks near each of his temples. He connected two wires on the upper edge of the front corset to these jacks. Meanwhile, an artificial spine curled up from the back of the corset to the nape of his neck, pins digging into his back. Only the slightest expression of pain crossed the scientist's face.

Norman's astonishment and slight horror clearly visible, he gasped. "What are—"

Otto disdainfully sneered at his boss' fear. "Nothing to worry about. They are all merely electrodes that integrate the artificial intelligence with my own nervous system, enabling me to control my 'assistants' with my own thoughts, thereby manipulating elements in my fusion research no human hand could enter."

Norman, thoughtful, raised his next question. "But Doctor, couldn't the artificial intelligence—"

"Dr. Trainer here asked that very question of me recently. I pointed out to her what I shall to you," Otto replied, pointing to a small chip on the top of the artificial spine. "Rest assured, this inhibitor chip ensures that _I_ remain in control. And with the help of my marvelous mechanical arms, though others may fear radiation, _I alone can make it my servant!_"

"You know," Otto added, justly proud of his invention, "these things have just landed me on the cover of _Wired_ magazine. I'm going to frame the cover in my office next to my four _Scientific American_ covers. You should check the newsstands tomorrow. I might even send you an autographed copy!" And with that, he swaggered out of the room, tentacles hovering over his shoulders, undulant and swirling about him.

Norman directed a contemptuous sneer at his star researcher. "The man's humility overwhelms me," he muttered.

But as he left, Otto heard the words of the intern to Norman: "And _that's_ why, Mr. Osborn, we call this little prick _"Doctor Octopus" _behind his back."

_evening, near parker residence_

"You know, Pete," she said, "Fighting all these two-bit crooks has gotten too easy! I'm too powerful for any foe!"

"Pride goes before a fall," Peter reminded her, "and so does a banana peel! Don't get ahead of yourself!"

"I'm serious, Pete! I wish I had my own supervillain, a guy who could really give me a run for my money! I mean, you _can't_ have a super_hero_ without a super_villain_!"

"You know what they say, MJ, be careful what you wish for—"

_late afternoon, oscorp energy alternatives_

Dr. Otto Octavius stood at his workstation, a wall of lead and glass protecting him from the radioactive material he worked with. Four holes, lined with rubber flaps, allowed him to use his mechanical arms while he concentrated on his own thoughts.

"They're just jealous," he said to no one in particular, recalling the words of the intern, recalling the rather comical nickname his coworkers had apparently bestowed on him. "They're all jealous. Even Osborn."

Carolyn stepped into Otto's workstation. "Otto? Would you like me to pick you up some coffee?"

Otto waved her off. "No, Trainer. Just shut the door on the way out. I'll be working late tonight," he informed her.

_And every night. As long as it takes—_

And a few hours later, that's when he heard the alarms...

_early afternoon, parker residence_

Mary Jane suddenly caught sight of a plume of thick smoke on the edge of town. At around the same time, Peter's cell phone rang. Mary Jane could only hear snatches of Jameson's voice, but she knew somehow it couldn't bode well…for either Mary Jane Watson or Spider-Woman.

"Parker! Why don't you answer your cell?! What do you think it's for, decoration? There's been an accident at Oscorp Nuclear Energy Facility…atomic reaction got out of control…one of the head researchers was injured…Dr. Otto Octavius just rushed to Phoebus General Hospital...part of his lab equipment welded right on him…I need pictures right now…"


	5. Pitched Battle

Chapter 5: Pitched Battle

Peter jumped on his motor scooter. Mary Jane leapt to the rear seat. Never knew if things were going to get out of hand. If there were still people trapped in the fire…

Outside the hospital, the CEO of Oscorp, Norman Osborn, held a hastily assembled press conference.

"I'd like to state that early reports from a certain online muckraker by the name of _Drudge_ (a fitting name if there ever was one) about a 'nuclear disaster' at the facility are _grossly exaggerated_," he started, casting baleful glances at the reporters. "Yes, there _was_ a small explosion, and yes, there _was_ a small fire at approximately 1130 hours this morning. Yes, there _was_ a small amount of radioactive material involved. However, I must stress that there is absolutely _no_ threat to the public and _no_ fatalities at the facility. Only one researcher was injured, and he is currently in stable condition at Phoebus General Hospital."

"Was this researcher the so-called 'Doctor Octopus'? Was he working on something in there?" Edward Brock, reporter for the _Daily Globe_, piped up.

Osborn glared at him again. "'Doctor Octopus' is merely a nickname given by some very _unprofessional_ members of our staff due to the robotic actuators he had invented earlier this year. As I have already said, _Dr. Octavius_ is currently in stable condition and expected to recover fully."

"How about releasing some photos?" Peter yelled at him. "Or should we just climb over the fence ourselves?" He grabbed at his vibrating cell phone.

"The hospital is currently guarded on all sides," Norman retorted. "No one comes in without identifying themselves properly—as hospital personnel. Press passes don't count."

_Yeah, 'cause you've got less than _nothing_ to hide, Norman_, Mary Jane fumed. Peter held the cell phone ten inches from his ear; if he had held it properly, Jameson's screaming would have busted his eardrum.

"I want a picture of that injured scientist for tonight's evening edition and tomorrow's Sunday edition! Do you understand?"

"Yes, but there are guards posted at the hospital, they're not letting anyone in—"

Peter's reply made Jameson, if anything, even more outraged. "Whoever heard of a hospital keeping people _out_? You're one of my best photographers! You're all I have! I'm _desperate_ to get some pictures before all the news blogs do, the Drudge Report has already broken the story—"

"Don't worry, Mr. Jameson. I'll get the pictures."

"So far you've succeeded in every assignment. Even that she-devil Spider-Woman lets you take pictures of her. I can't see how a teenager like you does it."

"Our agreement, sir, is that you're never to _ask_ me how."

"I don't _care_ how. I just care about the pictures getting in."

"Just have the check ready." Peter hung up with a sigh of relief. Then he slowly made his way out of the crowd of reporters, gestured for Mary Jane to follow him, and outlined his plan.

"MJ, you have to use your powers to climb in. You know how to use my camera, right? This new digital is fairly easy to operate. Web it up to the ceiling, and use the timer feature to get some good ones of the Doc, understand?"

Mary Jane sighed, but he _was_ wining and dining her with the money he was earning off his photos. It wasn't like she wasn't getting anything out of the deal.

Peter chuckled. If only Jameson knew that his best photographer was having the Amazing Spider-Woman get the pictures. If he _did_, he'd probably have apoplexy!

Spidey, though, busied herself with crawling up the walls, trying to figure out where they were keeping the injured scientist. _Poor guy_, she thought. _He's probably laying there growing an extra arm or something._

Finally, she heard a voice through the window. A person with normal senses wouldn't be able to hear their hushed tones. Spidey pressed her ear to the window. The window was frosted; it let light in but even she couldn't exactly _see_ what was going on.

"_What am I doing here? Let me up, I have to return to my work!"_ The owner of the voice had no business getting up, Spider-Woman thought. His breathing was hard, labored.

"_Please, Doctor, you have to stay in bed! You have radiation poisoning and brain damage. You are very ill and you need the rest."_ This voice was female. She thought it probably belonged to a nurse.

"_Radiation does not concern me, woman. It will not hurt me—" _The man's voice caught as he struggled to breathe. _"No more than a mother would destroy her child. Let me up. Now."_

"_I'm afraid I can't, Doctor—" _Spidey frantically tried to think of a way to get in without being seen. Peter needed those pictures.

"_You intend to keep me from my research, are you not?"_ He was obviously weak and sick, but his voice was still strong and carried a certain authority.

"_Of course not—"_

"_You lie! No one can hold Doctor Octopus prisoner against his will!"_ The angry shout was followed by a woman's high scream, and a hard _thud_ of a human body against a wall.

Spidey caught her breath at what she just heard. It was entirely possible that the doctor had somehow developed superpowers from the radiation he had been exposed to; she knew _that_ from personal experience. If that had happened, he would be the first supervillain she had fought in her superhero career. Still, she had better get in there and figure out a way to keep him from hurting anyone else. One pound of a mighty right fist, and the window shattered.

_Oh, my freaking Lord,_ she thought. At first glance, Dr. Octavius seemed quite ordinary, even geeky; he was short, only an inch or two taller than her; his wavy dark chestnut hair fell lankly around his face; he was chubby; and he wore thick glasses. He looked entirely like she would expect a scientist to look, except for the four enormous pincered metal tentacles that seemed to sprout out of his lower back. One tentacle still pinned the hapless nurse to the adjacent wall. _No wonder they all called him Doctor Octopus!_

_No use in getting scared now_, she thought. "Hold it, Doc!" she cried, her voice sounding bolder than it should. "How about picking on someone who can fight you back?"

He glanced at her and smiled; it was clear that he seemed to regard her as an equal. "Magnificent! The Spider-Woman cometh."

"Well, it sure ain't Jessica Simpson!"

"Do not speak flippantly to me! I only wish to confer with you—I have studied you, followed your exploits in the papers and on the internet. I have dreamed of this moment—"

"What the hell are you talking about?"

Octopus dropped the nurse, instead pulling Spidey close to him. His voice was now a husky whisper. "We are similar in a way, you and I. We are of a new breed, empowered by the atom. We shall join ourselves together to form a new humanity that shall conquer the earth and stars with the power afforded by our intellects—"

"_Ew!_" Spider-Woman squealed as she suddenly realized what he meant. "I am _so_ not into guys old enough to be my dad! No thank you!"

"You dare to refuse _me_?" he snarled. "That is an offense for which you shall pay dearly!" Two of the mad Doctor's tentacles lashed out at her, but Spidey easily leapt out of the way.

"You really don't think those funny-looking flappers are fast enough to catch Spider-Woman, do you?" she challenged. Before her next taunt could leave her mouth, a tentacle clipped her in the side. All she could say was, "hey, what?"

"Surprised?" Octopus was more amused than anything. "Even _I_ was, at just how powerful these proved to be—"

"Don't let the lucky punch go to your head, _Mister_." Spidey growled. "I've got a few more surprises up my sleeve." She hastily fired off enough web to bind two tentacles together. _That'll at least take care of half the problem—_

"Aha, your spider-web, very clever," he noted approvingly. "Unfortunately, holding two of my arms only eliminates _half_ the problem. I still have more."

"You know, for a doctor, you sure have a lousy bedside manner!" She didn't have time to fire off more webs. She _could_, however, grab his other two with her hands. No telling how long that was going to work, though. It took all her strength to hold them together. While she was concentrating on that, Octopus was successfully pulling the web off his other arms.

"And now, Spider-Woman, I quickly grow bored of our pitched battle," he sighed. "I have things to do, and my time is far too valuable to spend it chasing you around." Faster than she could react, her left arm was caught in a tentacle.

Another tentacle held her right.

Two more grabbed at her ankles.

Then she was jerked up and pinned against the wall, high enough to face her opponent eye to eye.

"Think of all we could have done together, my dear Spider-Woman," he sighed. "We could have traveled to a new frontier of humanity and back again. But I now know that you are not suited to this grand destiny; you have been weighed on the scales and found wanting. So, you may leave the way you entered. You're no threat to me." With that speech, he quickly tossed her out the window.

She heard Peter's voice calling below. "Don't worry! I've got you! I've got you—" He held out his arms and broke her fall, slumping to the ground on his ass in the process. "Did you get the pictures?" he inquired.

She pulled off her mask, weak and groggy, and handed him the camera. "Pictures! Is that all you care about! He whipped my ass and I never even had a chance! He could have finished me off any time he wanted to! He could have seen my real face! I fought my first supervillain and I _lost_! What do I do now?" she sobbed.

Peter cradled her in his arms. "What we do now, MJ," he finally said, "is go _after_ him."


	6. SpiderWoman's Last Battle

To Song With No Soul: I was going with comic continuity, as I mentioned, with Otto going a bit--uh, off the rocker after his laboratory accident. And as for him and MJ--I'm not the first one to suggest those two as a fanfic couple; e.g. Santanico's "Freak Like Me." Thank you, and happy reading!

Okay, only the epilouge after this, but I must give you fair warning before reading this chapter: Don't send me hate mail after you get done reading it. That goes _double_ for the ottophiles.

Whether old or new, read and review!

Chapter 6: Spider-Woman's Final Battle

"How are we going to do that?" she asked.

"All I did," Peter replied, reviewing the pictures on the digital camera's viewfinder as he spoke, "was put together parts from some old cell phones to make a _tracer_. I can use the web-based GPS systems on my cell phone to track it within a twenty-mile radius. As Octopus was making his escape, I snuck up and stuck one on his coat…" He thrust his cell phone toward her. "You don't have the element of surprise anymore. But neither does he. If his powers are limited to those arms of his, then the rest of him only has human strength. Keep out of the way of the arms until you can get close enough to give him a good sock on the jaw—"

"Peter!" Mary Jane snapped. "Do you have to analyze _everything_?"

"Just trying to help. That's what sidekicks _do_. Now I have to get our money—" He quickly handed her four glass test tubes, filled with clear liquid and completely stopped with cork. "Don't use these unless you're sure they'll work. They're filled with an acid I mixed up in the chemistry lab and they'll melt two or more of those metal arms together. You _have_ to take out the arms first, _then_ move in for the knockout. If you try to act too soon—"

She glared at him. "Well, let's make something clear. _You're_ the sidekick and _I'm_ the hero. _I'll_ take care of him." She started to rub her side where she had hit a tree after Octopus threw her out the window.

"Are you hurt, MJ?"

She waved off his concern. "Only my pride, Peter. Only my pride." Then she looked at the cell phone screen, following the small red dot on the city map. It looked like he was heading for First Central Bank. She gasped. It was Peter's payday—that bank was where he cashed the checks for his photographs!

_He's insane,_ she thought. Then she began to swing. She knew now what he was capable of—and she didn't want to see it happen. Then again, she actually wanted to _beat_ him this time.

_Ah, thank God for payday, _Peter Parker thought as he stood in line to cash his check. He was looking forward to a nice, long weekend with his Uncle Ben and Aunt May. May tended to agree with the _Daily Bugle_'s opinion on her, unfortunately. His poor aunt would have a heart attack if he knew he was actually _dating_ that menace. Fortunately, Uncle Ben was certain she wouldn't let him get hurt. He was, after all, Spider-Woman's official photographer. Most superheroes are publicity-hungry, but were great to have around when, say, a mad scientist has escaped and is attacking the city. Then, after a family lunch, off to a lovely evening with MJ at that new fancy restaurant, Hell's Kitchen, home to Chef Gordon Ramsay's cuss-filled arias to the joys of gourmet cooking, and then a late night under the stars, and then _maybe_—

Spidey raced towards downtown, concentrating on swinging on the web line. _Thwip. Swing. Thwip. Swing. Thwip. Swing._ She thought this should have come a bit more naturally.

Peter patiently waited in line at the bank, thumbing through his tabloid. He tapped the man in front of him, a short, stocky man with chestnut hair, attired in dark, thick sunglasses and a long olive green trench coat. "Can I borrow a pencil—for the crossword?"

The man smiled and dug into his coat pockets, producing a short, dull pencil heavily littered with chew marks. "Here you go, sir. I am afraid it's all I can produce."

Peter nodded his thanks. "It'll do fine. I'm just passing the time."

"Oh, I've got nothing but time," the man cheerily replied.

"Two down, six letters, the clue is 'The Bard's melancholy Dane," Peter said.

"_Hamlet_, of course," the trench coat man replied.

"Ah, I should've known that," Peter muttered. "Thanks, though."

"Glad to be of some small service," he answered. "Oh, I do believe it's my turn." He stepped up to the teller.

Spider-Woman frantically loosened the web line and carefully landed on the rooftop. If she went in too soon, her actions could be misconstrued—why Jameson might say she was robbing the bank! She hurriedly pulled civilian clothes on and took off her mask. If something bad was going down, she could always duck into a restroom or alley and change.

She walked straight into the chaos inside. _Oh, shit. What am I going to do now?_

The young teller smiled at the man in the trench coat. "May I help you, sir?"

Peter gasped as this man, the one who was helping him with his crossword, threw open his trench coat to reveal four silvery tentacle-like arms. "Yes—I would like to make a withdrawal. A very large one. Please don't try to resist or I'll be forced to crush you."

The teller rushed to the safe, placing her body in front of it in a futile gesture of defiance. "The safe is on time-lock—"

Doctor Octopus carelessly batted her away with a tentacle. "Maybe _time's up._"

Mary Jane gasped as all four tentacles stretched, pincers grasping the safe door, then retracted—only about a foot—and with an earsplitting _creak!_ ripped off the door entirely! Busying himself with grabbing the money, he took no notice of the redhead girl running towards the restroom. If the mad scientist_ had_ noticed her, he would have also discerned that Spider-Woman dashed out of the very same restroom a few seconds later. Her voice rang out to him.

"Let me guess! You want one of those free toasters, too!"

"Do you not recall how I defeated you before, _little bug_? Or are you just a masochist?"

Spidey tried not to sound as scared as she felt. "You don't have the element of surprise anymore, _Doc Ock_! I know all your tricks, and they can't possibly work now that I'm in top condition!"

She had the feeling that he could see right through her act. "I suppose you weren't in top condition _then_? Were you suffering from the flu?"

Spidey raced towards the vault. She had to distract him enough to get a clear shot with that acid in. She swung to the vault and grabbed a bag. Using every bit of her spider- strength, she threw the bag at his head. "Here's your change! Thank you, come again!" Meanwhile, Peter desperately fumbled with his camera.

One tentacle whipped the bag away, bouncing gold coins off Peter's head. He slumped to the ground, unconscious. _Poor little Peter,_ his Aunt May would say. _He's so fragile. I do hope he isn't trying to take pictures of that awful Spider-Woman right now._ Two tentacles went straight for Spidey.

She could hear Peter's voice in her head, even though he was in absolutely no position to help. _This is your chance, Watson, make it count! He won't give you a second chance if anything goes wrong!_ She slipped a vial out of her pocket, taking dead aim.

The acid had its intended effect; Dr. Octopus recoiled from the smell of melting metal. "Ah! I see—a chemical that fuses my arms together! You're cleverer than I thought—we would have made an admirable couple. But I can take care of that easily—_after_ I dispose of you." Using the fused tentacles like a club, he struck faster than Spidey could react. The hit knocked her off balance, and before she could rise, a tentacle pulled her toward him by the ankle.

"Oh, Otto, we _can't_ go on meeting like this. All the other superheroes are starting to talk…" she remarked.

He was not amused. "You missed your chance with me, my dear. I really don't see why you keep interfering with my attempts to rebuild the research destroyed in the accident—"

She struggled in his arms like a wildcat. "Every other scientist asks the _government_ for funding."

"But what foundation would give _me_ a grant? I happen to _need_ the money a good deal more than I wish to destroy you." He dropped her and stalked to where Peter Parker was still knocked out on the floor, glasses askew and camera stubbornly clutched in his hand. Everyone else in the bank had run for their lives. "You might just need a proper _incentive_ to let me escape." He quickly coiled a tentacle around Peter. "Perhaps to show I'm not _completely_ heartless, I've chosen a hostage who is already unconscious. He won't feel a thing." Octopus triumphantly brandished his hostage in front of her. Just enough time for her to see his face.

_No, not my Pete!_ She stuffed that anguished cry back down her throat. She had the sinking feeling that if she let on that she knew him, it would only get worse.

"Just put him down, Doc, and we'll go on from there!" she choked.

"Oh, but I _do_ enjoy taking advantage of your irksome empathy for others," he smirked. "If I wasn't so convinced you were a feminist, I would call it a _womanly_ empathy."

"The money's nothing. Just let him go and I'll let _you_ go."

He raised an eyebrow and cocked his head. "But if I let him go unscathed, who's to say you won't go after me regardless?" He pointed with a black-gloved finger at Peter. "He's just a _boy_, and most likely not your type. What is he to you? I don't think you take me seriously."

_He's more to me than you'll ever know,_ she thought. Her only choice was to strike faster than he could do anything to hurt Pete.

With one quick, desperate lunge fueled by adrenaline, she surged forward over the tentacles, and with one powerful fist, slugged him in the jaw as hard as she could, not even caring to keep her spider-strength in check.

Spidey heard the loud _crack_ of a broken jaw—she had delivered the knockout punch—but Octopus was determined to deprive her of this one final victory.

At the same time he started to fall, the tentacle grasping Peter Parker suddenly coiled so tightly that the loops all but disappeared. There was no longer any room for anything alive—or _intact_, for that matter—inside the silvery spiral it had become.


	7. Epilouge: The End of SpiderWoman?

To Kavi Darkwolf: "Escaped somehow?" ! You _did _read the end of the chapter, right?

To Song With No Soul: Thank you for reading, as always, and _I_ don't think it's so gross, but that's just me.

This is the end, believe it or not. Thank you to all my Loyal Minions for their support, and if you're good boys and girls I might just write a sequel.

Chapter 7: Epilogue: The End of Spider-Woman

"_Men are at some time masters of their fates:_

_The fault, dear Brutus, is not in our stars,_

_But in ourselves, that we are underlings."_

--William Shakespeare, _Julius Caesar_

Spider-Woman cradled her love's lifeless, broken body in her arms. Tears soaked through her mask. His eyes weakly fluttered open. His voice was strangled with blood pooling in his throat. If this were a superhero movie, James Blunt's "Goodbye My Lover" would be playing softly in the background, and they would be bathed in celestial light while they shared their last words and she swore to revenge herself on his murderer. But it _wasn't_ a superhero movie. It _wasn't_ a comic book. It was reality, and in reality, those who die _stay_ dead, and you can't turn back time to undo your mistakes.

"I…love…you…tell…May and Ben…goodbye…for me…" She could now only hear the death rattle from his throat.

"No…" she sobbed. Her attention fixed on the unconscious supervillain still holding him. "How could you! How _could_ you!" She raised her foot, and kicked his fat stomach, one, two, five times. She thought she could hear a few ribs crack. She didn't care.

She thought she could never love Peter. He was too skinny, too geeky, she was out of his league. But his murder broke her heart, burned the pieces down, and fed her its smoking ashes. The guilt helplessly raced through her head: _if only I had stopped him the first time, if only I had warned you where he was going, if only I hadn't been so cocky, if only I had taken it more seriously, if only, if only_—

She stripped her mask off. "Peter…I'm sorry. I…couldn't stop him."

She knew exactly what he would say. In her grief-filled delirium, she could still hear his voice. _"It wasn't your fault. He was insane, he was—and to think I actually wanted him to autograph my_ Scientific American—_Listen to me! It wasn't your fault!"_

She started to rock his body in her arms. "How can I live with myself, Peter? I killed you—"

"_You have to keep going! It's not about you or me right now, it's about the others, the innocents,_ _who have to be defended from guys like Octavius—"_

"_No, Peter!_" she cried to his voice in her head. "I can't handle it. I can't face your Aunt May, I can't face your Uncle Ben, knowing it _was_ my fault."

_With great power must always come great responsibility,_ Peter had once told her. It was a responsibility she couldn't handle. A responsibility plain old Mary Jane Watson wouldn't _have_ to.

All she could do now was walk away. Walk away from her powers. Walk away from Octavius, walk away from Peter. Walk away from _everything_—

And a few hours later, a very puzzled passerby would discover a tattered red and blue costume accented with black webbing, lying abandoned in a garbage can…

**Finis**

"_All that is necessary for evil to triumph is that good men do nothing." –_Edmund Burke


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